We are offering at no cost
to you, as a holder of our common stock, transferable rights to purchase our
common stock. If you own common stock on November 9, 2006, the record
date, you will be entitled to receive one right per share that you own. Every
two rights will entitle you to subscribe for one common share. The subscription
price will be $7.00 per whole share. This price represents approximately a 22%
discount from the selling price of our common stock as of November 8, 2006, which
was $9.00 per share. Stockholders on the record date who fully exercise
those distributed rights will also be entitled to purchase additional shares of
common stock not purchased by other rights holders through their basic
subscription privileges. The rights will be evidenced by Subscription
Certificates and will expire at 5:00 p.m. New York City time on December 8,
2006, unless extended for up to 15 days. We reserve the right to terminate the
rights offering at any time for any reason prior to the expiration date.

We expect the rights will
be quoted on the OTC Bulletin Board under the symbol WSZLR Our common stock
is quoted on the OTC Bulletin Board under the symbol WSZL.

AN INVESTMENT IN OUR
COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. CONSIDER CAREFULLY THE RISK
FACTORS BEGINNING ON PAGE 5 OF THIS PROSPECTUS.

Proceeds to Western

Price Per Share

Sizzlin Corporation

Offering Price to
Stockholders

$7.00

$4,171,475

(1)

(1)Assumes
all rights are subscribed. Before deduction of estimated expenses of $45,445,
including accounting fees, printing expenses and other miscellaneous expenses.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This summary highlights important features of this
offering and the information included or incorporated by reference in this
prospectus. This summary does not contain all of the information that you
should consider before investing in our common stock. You should read the
entire prospectus carefully, especially the risks of investing in our common
stock discussed under Risk Factors.

Unless the context otherwise requires, all references
to Western Sizzlin, the Company, we, us, or our in this prospectus
refer collectively to Western Sizzlin Corporation, a Delaware corporation, and
its subsidiaries.

Basic Subscription Privilege

We will distribute to
the holders of record of our common stock at the close of business on November
9, 2006, at no charge, one transferable subscription right for each share of
common stock owned. Every 2 rights will entitle the holder to subscribe for
one share of common stock.

Oversubscription Privilege

Stockholders on
the record date who fully exercise the rights distributed to them will also
be entitled to subscribe for and purchase additional shares of common stock
not purchased by other rights holders through their basic subscription
privileges. The maximum number of shares you may purchase under the
oversubscription privilege is equal to the number of shares you purchased
under the basic subscription privilege.You will be entitled to exercise your oversubscription
privilege only if you are a stockholder on the record date and exercise your
basic subscription privilege in full. The number of shares of common stock
remaining after the exercise of all basic subscription privileges may not be
sufficient to satisfy all requests for common stock pursuant to oversubscription
privileges. In this event, you will be allocated additional common stock pro
rata, based on the number of shares of common stock you purchased through the
basic subscription privilege in proportion to the total number of common
stock that you and other oversubscribing stockholders purchased through the
basic subscription privilege.

Subscription Price

$7.00 in cash per
share.

Common Stock Outstanding after Rights
Offering

Assuming all rights are exercised, including those from the oversubscription
privilege, an aggregate of approximately 595,925 shares will be sold. Since
fractional shares will not be issued, this amount may be increased, if
necessary, to accommodate rights holders that may purchase an additional
share in lieu of receiving a fractional share.

1

Transferability of Rights

The rights are
transferable, excluding oversubscription privileges, until the opening of
trading on the expiration date. The rights are expected to be authorized for
trading on the OTC Bulletin Board. Trading of the rights may be conducted from
November 10, 2006 through the opening of trading on the expiration date.
Any commissions in connection with the sale of rights will be paid by the
selling rights holder. We cannot assure you a market for the rights will
develop, or of the prices at which rights may be sold if a market does
develop.

Record Date

November 9, 2006.

Expiration Time

December 8, 2006,
at 5:00 p.m., New York City time, unless extended for up to 15 days.

Procedure for Exercising Rights

If you want to
exercise rights you must properly complete and sign the Subscription
Certificate evidencing the rights. You must forward the Subscription
Certificate, with full payment, to the subscription agent at or prior to the
expiration time.

YOU MAY NOT REVOKE AN EXERCISE OF RIGHTS UNLESS WE MAKE A SIGNIFICANT
AMENDMENT TO THE TERMS OF THE OFFERING AFTER YOU HAVE EXERCISED.

Issuance of Common Stock

We will deliver
to you certificates representing common stock purchased upon exercise of the
basic subscription and oversubscription privileges as soon as practicable
after the expiration date. We anticipate this date to be approximately seven
to 10 business days after the expiration date.

Use of Proceeds

The net cash proceeds
from the sale of the common stock offered hereby, after payment of fees and
expenses, are anticipated to be approximately $4,126,030. We will use
approximately $1.7 million of proceeds to pay off a $695,000 balance on
our line of credit and $1 million in certain leverage arrangements,
namely margin loans. The remaining proceeds will be used for general
corporate purposes, working capital, to make acquisitions of, or investments
in, related or unrelated lines of business. We have not identified any
specific acquisitions or investments in which we intend to use the offering
proceeds except for the possible purchase of additional common stock of
Friendly Ice Cream Corporation. See Recent Developments in Our Business.

Risk Factors

There are substantial
risks in connection with this offering that should be considered by you. See
Risk Factors.

2

Amendment, Extension or Termination
Rights
Offering

We reserve the right, in our discretion, to: (a) amend or modify the
terms of this rights offering; (b) extend the expiration time to a later
date, but in no event for more than 15 additional days; and
(c) terminate the rights offering at any time for any reason.

Intentions of the Companys Directors

Our Board of
Directors advised us they intend to exercise the basic subscription privilege
under rights received. They also might exercise their oversubscription
privilege with respect to additional shares that become available for
purchase. The expressed intention of the directors does not constitute a
binding obligation on their part.

Our Business

We operate and
franchise a total of 129 restaurants in 19 states, including five
Company-owned and 124 franchise restaurants. The restaurants include a family
steakhouse concept and a buffet concept. We have seen a decline in our
franchise base in recent years. We are undertaking concerted efforts to
revitalize our brand and franchise new restaurants and have made efforts
toward addressing this challenge. We are also focused, on an opportunistic
basis, on transactions with or investments in related or unrelated lines of
business.

3

Our Business

As we reported in our Form 10-Q for the quarter
ended June 30, 2006, as of December 31, 2005, our management had evaluated
the effectiveness of our disclosure controls and procedures and concluded
that they were ineffective in providing reasonable assurance that the information
required to be disclosed by us in our annual report on Form 10-K was summarized
and reported within the time periods specified in the SECs rules and Form
10-K. A material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material misstatement
of the annual or interim financial statements will not be prevented or detected.
As of December 31, 2005, management identified a material weakness due
to limited financial and accounting personnel with the appropriate expertise
to ensure that our annual and periodic financial statements comply with
generally accepted accounting principles (GAAP) and SEC reporting
requirements. The ineffective control over the application of GAAP and SEC
reporting requirements related to the financial reporting process could
result in a material misstatement to our annual or interim financial
statements that may not be prevented or detected. Our management is
addressing this weakness by having formed a consulting relationship with an
accounting firm other than our independent registered public accounting firm
with appropriate expertise in these matters. We are using this firm to assist
with the preparation and review of our filings beginning with the second
quarter of 2006.

4

RISK
FACTORS

AN INVESTMENT IN OUR
COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. THE FOLLOWING RISK FACTORS SHOULD
BE CONSIDERED CAREFULLY IN ADDITION TO THE OTHER INFORMATION IN THIS
PROSPECTUS, INCLUDING THE INFORMATION UNDER SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS, BEFORE MAKING AN INVESTMENT IN OUR COMMON STOCK.

Risks Related to this Offering

The subscription price is not an indication of the
value of our common stock. You may not be able to sell common stock purchased
upon the exercise of your subscription rights at a price equal to or greater
than the subscription price.

The subscription price per
share of common stock does not necessarily bear any relationship to any
established criteria for valuation such as book value per share, cash flows, or
earnings. As a result, you should not consider the subscription price as an
indication of the current value of our common stock. We cannot assure you that
you will be able to sell common stock purchased in this offering at a price
equal to or greater than the subscription price.

This offering may cause the price of our common stock
to decrease immediately, and this decrease may continue.

The subscription price per
share represents a discount of approximately 31% from $10.15, the average of
the closing sales prices of our common stock over the 31-trading day
period ending October 31, 2006 and a discount of approximately 22% from $9.00,
the closing price of our common stock on November 3, 2006. This discount,
along with the number of shares of common stock we propose to issue and
ultimately will issue if this offering is completed, may result in an immediate
decrease in the market value of our common stock. This decrease may continue
after the completion of this offering.

You
may suffer dilution of your percentage of ownership of our common stock.

If you do not exercise
your subscription rights and shares of common stock are purchased by other
stockholders in this offering, your proportionate voting and ownership interest
will be reduced. The percentage that your original shares of common stock
represents of our expanded equity after exercise of the subscription rights
will also be diluted. For example, if you own 10,000 shares of common stock
before this offering, or approximately .8% of our outstanding common stock, and
you exercise none of your subscription rights while all other subscription
rights are exercised by other stockholders, your percentage ownership would be
reduced to approximately .6%. The magnitude of the reduction of your percentage
ownership will depend upon the number of shares of common stock you hold and
the extent to which you exercise your subscription rights.

Once you exercise your subscription rights, you may
not revoke the exercise even if there is a decline in the price of our common
stock or if we decide to extend the expiration date of the subscription period.

The public trading market
price of our common stock may decline after you elect to exercise your
subscription rights. If that occurs, you will have committed to buy our common
stock at a price above the prevailing market price. You will have an immediate
unrealized loss. We may also, in our sole discretion, extend the expiration
date of the subscription period, but in no event beyond an additional 15 days.
During any potential extension of time, the value of our common stock may
decline below the subscription price. This may result in a loss on your
investment upon the exercise of rights to acquire our common stock. If the
expiration date is extended after you send in your subscription forms and
payment, you still may not revoke or change your exercise of rights. We cannot
assure you that following the exercise of subscription rights you will be able
to sell your common stock at a price equal to or greater than the subscription
price.

5

You will not
receive interest on subscription funds returned to you.

If we cancel this offering
or if we are not able to fulfill your full oversubscription, we will not have
any obligation with respect to the subscription rights except to return to you,
without interest, any subscription payments and/or oversubscription payments
you made that were not used to purchase common stock.

You
need to act promptly and follow subscription instructions, otherwise your
subscription may be rejected.

Stockholders who desire to
purchase common stock in this offering must act promptly to ensure that all
required forms and payments are actually received by the subscription agent
prior to 5:00 p.m., New York City time, on the expiration date. If you
fail to complete and sign the required subscription forms, send an incorrect
payment amount, or otherwise fail to follow the subscription procedures that
apply to your desired transaction, the subscription agent may reject your
subscription or accept it to the extent of the payment received. Neither we nor
our subscription agent undertakes to contact you concerning, or attempt to
correct, an incomplete or incorrect subscription form or payment. We have the
sole discretion to determine whether a subscription exercise properly follows
the subscription procedures.

You may not receive
all of the common stock for which you oversubscribe.

If an insufficient number
of shares of common stock is available to fully satisfy all oversubscription
privilege requests, the available common stock will be distributed
proportionately among the eligible rights holders who exercised their
oversubscription privilege based on the number of shares of common stock each
such rights holder subscribed for under the basic subscription privilege.

You
may not want to exercise your rights as the proceeds of this offering may be
used to make acquisitions or investments that you may not have the opportunity
to approve.

We expect that the net
cash proceeds from this offering will be used first to pay off a $695,000
balance on our line of credit and $1 million in certain leverage arrangements,
namely margin loans, and second for general corporate purposes, working capital,
to make acquisitions of, or investments in, businesses in related or unrelated
fields. We have not identified any specific acquisitions or investments at this
time except for the possible purchase of additional common stock of Friendly
Ice Cream Corporation. See Recent Developments in Our Business. If you
exercise your rights, you may not have an opportunity to evaluate the specific
merits or risks of any potential future acquisitions or investments. As a
result, you may be entirely dependent on our broad discretion and judgment in
the selection of potential future acquisitions and investments.

Neither
we, nor the subscription agent, will have any obligation to you if this
offering is canceled, other than to refund your subscription payments, without
interest.

Neither we, nor the
subscription agent, will have any obligation to you if this offering is
canceled, other than to refund your subscription payments, without interest.

If
you sell your subscription rights, you may not be able to calculate your gain
for tax purposes at the time of your sale.

A holder that sells
subscription rights will recognize capital gain or loss, depending on the
amount realized, upon the sale and the holders tax basis (if any) in the
subscription rights. If either (i) the fair market value of the
subscription rights on the date such subscription rights are distributed is
equal to at least 15% of the fair market value on such date of the common stock
with respect to which the subscription rights are received, or (ii) the
holder irrevocably elects to allocate part of the tax basis of such common
stock to the subscription rights, then, the holders tax basis in the common
stock will be allocated between

6

the
common stock and the subscription rights in proportion to their respective fair
market values on the date the subscription rights are distributed. We intend to
notify the holders whether the fair market value of the subscription rights
will equal or exceed 15% of the fair market value of the common stock to which
the subscription rights relate and the fair market value of those subscription
rights. However, such notification will be made by written communication that
will be included with the share certificates that are mailed to those holders
who exercise their subscription rights. It will not be available at the time of
the sale of a holders subscription rights. A selling holders holding period
in the subscription rights will include the holding period of the common stock
in respect of which the rights were received. The holding period and will not
be affected by the allocation of tax basis described above.

Risks Relating to Our Business

We
are dependent on key personnel.

We believe that our
success depends in part on the services of Sardar Biglari, our Chairman, and of
key executives, including James C. Verney, President and Chief Executive
Officer, and Robyn B. Mabe, Vice President and Chief Financial Officer. We
maintain key man life insurance on Mr. Verney. Nevertheless, the loss of
the services of Messrs. Biglari or Verney, or of Mrs. Mabe, could
have a material adverse effect upon our business, financial condition and
results of operations. Qualified replacements may not be available in a timely
manner, if at all. Our continued growth will also depend on our ability to
attract and retain additional skilled management personnel.

Our
stock price could be volatile.

Fluctuations in our stock
price may result from general market conditions, perceived changes in the
underlying characteristics of our business, and the relative price of competing
investments. The volume of trading in the market for our common stock is
typically very limited. As a consequence, liquidating your investment could
cause a decline in our stock price. Because of changes in the balance of buy
and sell orders, notwithstanding other relevant factors, the price of our
common stock can fluctuate for reasons unrelated to the performance of our
business.

A
sale of a substantial number of shares of our common stock could cause the
market price to decline.

The sale of a substantial
number of shares of our common stock in the public market could substantially
reduce the prevailing market price of our common stock. As of November 3,
2006, 1,188,857 shares of common stock were outstanding. In addition, there
were 61,000 shares issuable upon
exercise of outstanding stock options at exercise prices ranging from $8.20 to
$10.30. We cannot predict any effect that sales of shares of our common stock
or the availability of shares for sale will have on prevailing market prices.
However, substantial amounts of our common stock could be sold in the public
market, which may adversely affect prevailing market prices for the common
stock.

We
are controlled by a few stockholders.

Four stockholders beneficially own or exercise voting
power over approximately 46% of our total common stock. This group is comprised
of Sardar Biglari, our Chairman, Directors Jonathan Dash and Titus W. Greene,
and Shawn Sedaghat. These stockholders had previously formed a group for
purposes of influencing the nominations to, and election of, members of the
Board of Directors, as reflected in their Form 13D, as amended, on file
with the Securities and Exchange Commission which has since been dissolved. Were
this group to again act in concert, it would have the ability to control or
significantly influence all matters requiring the approval of our stockholders,
including the election of our directors. Sale of a substantial number of shares
of our common stock by the members of this group, or other principal
stockholders in the public market, could substantially reduce the prevailing
market price of our common stock.

7

Our Board of
Directors has recently undergone significant change.

In November 2005, we
added three new members to our Board of Directors, namely Sardar Biglari,
Philip L. Cooley and Paul D. Sonkin. Subsequently, in March 2006, six of
the incumbent directors, Paul C. Schorr, III (our former Chairman), A.
Jones Yorke, J. Alan Cowart, Jr., Pat Vezertzis, Jesse M. Harrington and Roger
D. Sack, resigned from the Board. At that same time Mr. Sonkin indicated
that he would not stand for reelection at the 2006 annual meeting of
stockholders. He ultimately resigned prior to the annual meeting. Mr. Jonathan
Dash was elected to the Board in March 2006. Mr. Thomas M. Hontzas
resigned from the Board in August 2006. While we believe that the Board of
Directors as presently constituted with Mr. Biglari as Chairman, Philip L.
Cooley, Ph.D. as Vice Chairman and Directors Titus W. Greene, and Jonathan
Dash will function at least as well as the Board had done previously, there is
no guarantee this will be the case. The failure of the new members of the Board
to function adequately together would have a material adverse effect on the
Companys business. This could result in an adverse impact on our financial
condition, results of operations and our stock price.

The
Audit and Finance Committee of the Board of Directors does not have the number
of directors required by Nasdaq rules.

Our common stock is not
listed on a stock exchange, but is quoted on the OTC Bulletin Board. In
accordance with applicable Securities and Exchange Commission rules, the Board
of Directors has elected to measure its corporate governance by the rules applicable
to companies listed on the Nasdaq Capital Market. Those rules provide that
an audit committee be composed of at least three directors meeting special
independence requirements. Our Audit and Finance Committee presently has one
member, Dr. Cooley. The Board is presently assessing the ability and
willingness of other directors to serve on this committee, along with the
possibility of adding one or more new directors. While we expect these
vacancies to be filled, there can be no guarantee that they will be filled by a
certain date and it may be necessary to continue with a single-member committee
for an undeterminable length of time.

We are dependent on
one key person for investment and capital allocation decisions.

Investment decisions and
all major capital allocation decisions are made for our business by Sardar
Biglari, Chairman of the Board of Directors. Although there are limitations on Mr. Biglaris
authority and the Board monitors his investment and capital allocation
decisions (see Recent Developments in Our Business), there is risk in having
concentrated decision-making authority. Mr. Biglaris decisions could
either independently or in the aggregate involve amounts that are material to
our business. Additionally, if for any reason the services of Mr. Biglari
were to become unavailable, there could be a material adverse effect on our
business, since he is singularly responsible for these decisions.

Our investment in
marketable securities is highly concentrated.

Our investment in
marketable securities is concentrated in the common stock of a single company. See
Recent Developments in Our Business for more information. A decline in the
price of this investment may produce a material decrease in our stockholders
equity and, thus our stock price.

Our investment
activities may involve the purchase of securities on margin.

We may purchase securities
on margin in connection with our investment activities. If we do so, a
significant decrease in the value of the securities that collateralize the
margin line of credit could result in a margin call. If we do not have
sufficient cash available from other sources in the event of a margin call, we
may be required to sell those securities at a time when we would prefer not to
sell them.

8

We may decide to
register as an investment company under the Investment Company Act of 1940.

We are a restaurant
company. However, under the leadership of our new Chairman of the Board of
Directors we have undertaken a strategic direction that includes making investments
in marketable securities. See Recent Developments in our Business. If our
investment assets grow to account for more than 40 percent of our total assets,
we might become subject to regulation under the Investment Company Act of 1940.
Our Board of Directors may in the future determine to register us as an
investment company. We cannot at this time predict with certainty how a
decision to register as an investment company will impact our business, except
to say that it could involve substantial costs to reorganize our corporate
structure. Also, we cannot guarantee at this time that a vote of our
stockholders will be undertaken to approve such a registration, though we may
chose to do so even if it is not required by law.

Although
we are constantly monitoring our investment level in marketable securities, we
may inadvertently become subject to regulation under the Investment Company Act
of 1940.

If our investment assets exceed the 40 percent ratio
to total assets, and if it were determined by the SEC that we were an
unregistered investment company, we might be unable to enforce contracts with
third parties, and third parties could seek rescission of transactions with us
undertaken during the period that we were an unregistered investment company, subject
to equitable considerations set forth in the Investment Company Act. In
addition, we could be subject to monetary penalties or injunctive relief, or
both, in an action brought against us by the SEC.

We cannot assure
the success of our corporate strategy.

Our corporate strategy is
dependent upon factors, some which are out of our control, including
availability of appropriate financing and general economic conditions. The
success of our strategy is also dependent upon our ability to execute that
strategy as it relates to both our restaurant franchising business and our
investments. We may not be successful in any or all of the endeavors that
underlie our corporate strategy, whether or not the factors affecting the
outcome were within our control.

We are experiencing
a decline in our franchise base.

We have experienced steady
declines in our existing franchise base for the past several years. Over the
last 10 years, we have closed a net of approximately 175 restaurants, averaging
between a net decline of 15 to 20 per year. At January 1, 2004, we had a
total of 161 franchised restaurants. We currently have a total of 124
franchised restaurants. Of the 37 closed restaurants the majority were Western
Sizzlin brand facilities. The average sales of our franchised restaurants are
approximately $1.5 million. The average sales of the closed restaurants
were approximately $1.0 million. Our lost royalty stream from a closure at
a 2% royalty rate is approximately $20,000 per closed restaurant. The closures of
franchised restaurants were caused by their operating at a competitive
disadvantage which stemmed from such factors as location, facility, lack of
reinvestment, mismanagement, among others factors. There is no guarantee that
these reasons will be eliminated. Moreover, these closures occurred during
generally favorable economic conditions and it is possible that this trend
could accelerate in the event of an economic downturn or recession. While we
are striving to reverse this trend by revitalizing our franchise models, there
is no guarantee that we will be successful in doing so and as a result our
franchise base may continue to decline regardless of the economic environment.

Our restaurants
operate in a highly competitive environment.

Our restaurants, both
franchised and Company-owned, operate in a highly competitive industry
comprised of a large number of restaurants, including national and regional
restaurant chains and franchised restaurant operations, as well as
locally-owned, independent restaurants. Price, restaurant location, food
quality, service and attractiveness of facilities are important aspects of
competition. The

9

competitive
environment is often affected by factors beyond a particular restaurant
managements control, including changes in the publics taste and eating
habits, population and traffic patterns and economic conditions. New
competitors may emerge at any time. We may not be able to compete successfully
against our competitors in the future. Competition may have a material adverse
effect on our operations or earnings.

We
are highly dependent on attracting and retaining qualified employees while also
controlling labor costs.

We are extremely dependent
upon the availability of qualified restaurant personnel. Availability of staff
varies widely from location to location. If restaurant management and staff
turnover trends increase, we would suffer higher direct costs associated with
recruiting and retaining replacement personnel. We could suffer from
significant indirect costs, including restaurant disruptions due to management
changeover and potential delays in new store openings due to staff shortages. Competition
for qualified employees exerts upward pressure on wages paid to attract
personnel, resulting in higher labor costs, together with greater expense to
recruit and train them. Many of our employees are hourly workers whose wages
are likely to be impacted by an increase in the federal or state minimum wage. Proposals
have been made at federal and state levels to increase minimum wage levels. An
increase in the minimum wage may require an increase or create pressure to
increase the pay scale for our employees. A shortage in the labor pool or other
general inflationary pressures or changes could also increase our labor costs.

We are dependent
upon the timely delivery of fresh ingredients.

Our restaurant operations
are dependent on timely deliveries of fresh ingredients, including fresh
produce, dairy products and meat. The cost, availability and quality of the
ingredients we use to prepare our food are subject to a range of factors, many
of which are beyond our control. Fluctuations in weather, supply and demand and
economic and political conditions could adversely affect the cost, availability
and quality of our ingredients. Historically, when operating expenses increased
due to inflation or increases in food costs, we generally have been able to
offset these higher costs by increasing our menu prices. We may not be able to
recover increased costs in the future because competition may limit or even
prohibit such future increases. If the variety or quality of our food products
declines due to the lack or lower quality of our ingredients or due to
interruptions in the flow of fresh ingredients and similar factors, customer
traffic may decline and negatively affect our sales.

General economic
factors may adversely affect our results of operations.

National, regional, and
local economic conditions, such as recessionary economic cycles or a worsening
economy, could adversely affect disposable consumer income and consumer
confidence. Unfavorable changes in these factors or in other business and
economic conditions affecting our customers could reduce customer traffic in
some or all of our restaurants, impose practical limits on our pricing and
increase our costs. Any of these factors could lower our profit margins and
have a material adverse affect on our results of operations. The impact of
inflation on food, beverages, labor, utilities and other aspects of our
business can negatively affect our results of operations. Although we attempt
to offset inflation through periodic menu price increases, cost controls and
incremental improvement in operating margins, we may not be able to completely
do so. This may negatively affect our results of operations.

We
face the risk of adverse publicity and litigation relating to food-borne
illness, employment and other matters that could have a material adverse affect
on our business and financial performance.

We may be the subject of complaints or litigation from
customers alleging illness, injury or other food quality, health or operational
concerns. While the risk of food-borne illness is real, whether it results from
improper operations, new diseases or from chemicals in certain food products,
the risk would generally

10

only affect a limited
number of our restaurants. As soon as any food issues became known to us, those
food items that were potentially at risk would be no longer served to
customers.

While the risk of food-borne illness or injury would
likely be localized, the risk of the adverse publicity that might result from
such an incident is more generalized and accordingly much greater. The general
publics response to adverse publicity relating to our restaurant brands could
materially adversely affect a significant number of our restaurants. This could
be true whether the allegations underlying the adverse publicity are valid or
whether we are liable.

Furthermore, more generalized health concerns about
the consumption of beef or chicken due to reported incidents of diseases such
as Bovine Spongiform Encephalopathy (mad cow disease) or Avian Influenza (bird flu) could lead to changes
in customer preferences, reduce consumption of our products and adversely
affect our financial performance. These events could also reduce the available
supply of beef or chicken or significantly raise the prices of beef or chicken.

In addition, we are
subject to employee claims alleging injuries, wage and hour violations,
discrimination, harassment or wrongful termination. In recent years, a number
of restaurant companies have been subject to lawsuits, including class action
lawsuits, alleging violations of federal and state law regarding workplace,
employment and similar matters. A number of these lawsuits have resulted in the
payment of substantial damages by the defendants. Regardless of whether any claims
against us are valid or whether we are ultimately determined to be liable,
claims may be expensive to defend and may divert time and money away from our
operations and hurt our financial performance. A significant judgment for any
claim(s) could materially adversely affect our financial condition or
results of operations.

Our
planned sales growth through new, relocated or remodeled restaurants, both
Company-owned and franchised locations, may not be successful.

Our ability to open and
profitably operate restaurants is subject to various risks such as the
identification and availability of suitable and economically viable locations,
the negotiation of acceptable terms for new locations, the need to obtain the
required government permits (including zoning approvals) on a timely basis, the
need to comply with other regulatory requirements, the availability of
necessary contractors and subcontractors, the availability of construction
materials and labor, the ability to meet construction schedules and budgets,
increases in labor and building material costs, changes in weather or other
acts of God that could result in construction delays and adversely affect the
results of one or more restaurants for an indeterminate amount of time. At each
potential location, we compete with other restaurants and retail businesses for
desirable development sites, construction contractors, management personnel,
hourly employees and other resources. If we are unable to successfully manage
these risks, we could face increased costs and lower than anticipated revenues
and earnings in future periods.

We are regulated by
the federal and state government.

The restaurant industry is
subject to extensive federal, state and local laws and regulations. The
development and operation of restaurants depend to a significant extent on the
selection and acquisition of suitable sites. Those are subject to zoning, land
use, environmental, traffic and other regulations and requirements. We are also
subject to licensing and regulation by state and local authorities relating to
health, sanitation, safety and fire standards and building codes. Federal and
state laws govern our relationships with employees, including the Fair Labor
Standards Act and applicable minimum wage requirements, overtime, employment
tax rates, family leave, tip credits, working conditions, safety standards and
citizenship requirements. Federal and state laws prohibit discrimination and
other laws regulating the design and operation of facilities, such as the
American with Disabilities Act of 1990. In addition, we are subject to a
variety of federal, state and local laws and regulations relating to the use,
storage, discharge, emission and disposal of hazardous materials. The impact of
current laws and

11

regulations,
the effect of future changes in laws or regulations that impose additional
requirements and the consequences of litigation relating to current or future
laws and regulations could increase our compliance and other costs of doing
business. These could adversely affect our results of operations. Failure to
comply with the laws and regulatory requirements of federal, state and local
authorities could result in revocation of required licenses, administrative
enforcement actions, fines and civil and criminal liability.

Adverse
weather conditions or losses due to casualties such as fire could negatively
impact our financial performance.

Although we maintain, and require our franchisees to
maintain, property and casualty insurance to protect against property damage
caused by casualties and natural disasters, inclement weather, flooding,
hurricanes, fire and other acts of God can adversely impact our sales in
several ways. For example, severe weather typically discourages potential
customers from dining out. In addition, a restaurant that is damaged by a
natural disaster can be inoperable for a significant amount of time due to
either physical damage or to a shortage of employees resulting from a
relocation of the general population.

As disclosed in detail in
our Forms 10-K for the fiscal years ended December 31, 2004 and 2005, we
experienced losses due to fire in each of 2005 and 2004. The 2005 fire involved
a company-owned restaurant and the 2004 fire consumed a subleased property. In
both instances insurance covered the loss and we recorded a gain from the
insurance proceeds received.

Pending
litigation could have a material adverse effect on our financial position, cash
flows and results of operations.

In September 2006, we were served with a lawsuit filed
in the Circuit Court of Pulaski County, Arkansas, captioned Parks Land Company, LLLP, et al., v. Western Sizzlin Corporation, et al.
See Recent Developments in Our Business for further information. At this
time, the likelihood of an unfavorable court outcome, or any potential loss,
cannot be made with certainty. However, we are prepared to vigorously contest
the plaintiffs claims and will pursue applicable cross claims and
counterclaims. It is possible that an adverse resolution of this case could
have a material adverse effect on our financial position, cash flows and
results of operations.

We are also from time to time a party to various other
legal actions which are ordinary routine matters incidental to our business.
While we believe that the ultimate outcome of these matters individually and in
the aggregate will not have a material impact on our financial position, we
cannot assure that an adverse outcome on any of these matters would not, in
fact, materially impact the our financial position, cash flows and results of
operations.

12

SELECTED
CONSOLIDATED FINANCIAL DATA

On August 10, 2006, we implemented a 1-for-10
reverse stock split, which reduced the amount of our outstanding common stock
from 11,888,571 to 1,189,850 shares. No fractional shares were issued in
connection with the reverse split. Our authorized common stock was reduced from
20,000,000 shares to 2,000,000 shares. The par value of our common stock
remains at $0.01.

The following table shows selected consolidated
financial data giving effect to the reverse stock split as applied
retroactively to all periods presented. The information set forth below is
qualified by reference to, and should be read in conjunction with, the audited
consolidated financial statements and related notes previously filed with the
Securities & Exchange Commission in those reports incorporated by
reference, as described on page 25 of this prospectus.

Six Months Ended
(unaudited)

Years Ended December 31

2006

2005

2005

2004

2003

2002

2001

(In thousands, except per share)

Statement
of Operations Data:

Total revenues

$

8,862

$

10,389

$

19,372

$

21,708

$

21,060

$

28,507

$

39,443

Income (loss) from operations

400

385

1,426

1,174

783

(1,680

)

1,089

Net income (loss)

149

175

681

566

212

(1,053

)

226

Basic earnings (loss) per share

.13

.15

.57

.48

.17

(.86

)

.19

Diluted earnings (loss) per share

.12

.15

.57

.48

.17

(.86

)

.19

Shares used in computing basic earnings
per share

1,189

1,189

1,189

1,191

1,212

1,217

1,215

Shares used in computing diluted earnings per share

1,198

1,189

1,190

1,191

1,212

1,217

1,215

Balance Sheet Data:

Working capital surplus (deficit)

2,337

1,860

2,001

1,480

141

$

(1,180

)

$

(2,179

)

Total assets

14,083

15,597

15,476

16,697

16,894

18,039

21,467

Long-term debt, excluding
current maturities

769

1,733

848

2,698

3,549

4,075

4,594

Other liabilities

57



42

15

50





Stockholders equity

11,957

11,254

11,760

11,093

10,527

10,522

11,782

Other Financial Data:

Dividends declared









12

18

18

SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and documents incorporated by
reference into this prospectus contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, that are not historical
facts, but rather are based on current expectations, estimates and projections
about our business and industry, our beliefs and assumptions. Words such as anticipates,
expects, intends, plans, believes, seeks, estimates, and variations
of these words and similar expressions are intended to identify forward-looking
statements. These statements are based on our current plans and expectations
and involve risks and uncertainties over which we have no control, that could
cause actual future activities and results of operations to be materially
different from those set forth in the forward-looking statements. Important
information regarding risks and uncertainties is also set forth elsewhere in
this document, including in those described in Risk Factors beginning on page 4,
as well as elsewhere in this prospectus and in documents incorporated by
reference into this prospectus. You are cautioned not to place undue reliance
on these forward-looking statements. They reflect our managements view only as
of the date of this prospectus or as of the date of any document incorporated
by reference into this prospectus. All subsequent written or oral
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by these cautionary statements. We
undertake no obligation to update these statements or publicly release the
results of any revisions to the forward-looking statements

13

that we may make to
reflect events or circumstances after the date of this prospectus or the date
of any document incorporated into this prospectus or to reflect the occurrence
of unanticipated events.

You are also urged to carefully review and consider
the various disclosures made by us in this document, as well as in our prior
periodic reports on Forms 10-K, 10-Q and 8-K, filed with the
Securities and Exchange Commission and listed under the caption Incorporation
by Reference on page 23 of this prospectus.

We make available, free of charge, our annual report
on Form 10-K, quarterly reports on Form 10-Q, and current
reports on Form 8-K, if any.

We also make this information available on our website
at www.western-sizzlin.com.

RECENT
DEVELOPMENTS IN OUR BUSINESS

In our Form 10-Q for the quarter ended June 30,
2006, we included a discussion of our corporate strategy which evolved during
the second quarter of 2006. Our objective is to maximize the Companys
intrinsic business value per share over the long term. In working to meet this
objective, we will evaluate all investment alternatives to achieve
above-average returns on capital. We will continue to focus on franchising
restaurants so long as returns appropriately compensate the Company for the
relevant risks. We may consider, on an opportunistic basis, acquisitions,
dispositions, restructuring, joint ventures, strategic alliances and other forms
of partnership. Acquisitions or investments may involve related or unrelated
lines of business.

Strategically, we seek to invest in stocks of
businesses at prices below their intrinsic business value. Our preferred
strategy is to allocate a meaningful amount of capital in each investee,
resulting in concentration. The practice of concentrating in a few issues,
rather than diversifying, follows Mr. Biglaris investment philosophy and
strategy. We are currently not an investment company. However, we are continually
monitoring our status in this regard to avoid inadvertently becoming an
unregistered investment company.

Selection of marketable securities for investments,
and all other capital allocation decisions, are made by Mr. Biglari, our
Chairman. Mr. Biglari is the Chairman and Chief Executive Officer of
Biglari Capital Corp., an investment advisory firm that is the general partner
of The Lion Fund, LP, a private investment fund. In recognition of
Mr. Biglaris professional expertise, at a meeting held July 11, 2006, our
Board of Directors delegated authority to make capital allocation and
investment decisions concerning our surplus cash (defined as those funds in
excess of operating capital requirements) to Mr. Biglari, subject to various
limitations to, and regular reporting requirements on, such activities that
have been or may be from time to time adopted by our Board and/or the Audit
& Finance Committee of the Board.
The Board subsequently authorized Mr. Biglari to borrow funds in
connection with making investments, subject to limitations. As of the date of
this prospectus, Mr. Biglari has the authority to utilize up to
$5.5 million in surplus cash and up to $2 million in borrowed funds
for making investments. None of Mr. Biglari, Biglari Capital Corp., or The Lion
Fund, LP will receive any compensation for any such investment activities
undertaken on behalf of the Company. To
clarify the expectations that the Board of Directors has with respect to
investments, the Board has renounced, in accordance with Delaware law, any
interest or expectancy of the Company associated with any investment
opportunities in securities that may come to the attention of Mr. Biglari or
any employee, officer, director or adviser to Biglari Capital Corp., and/or The
Lion Fund, LP, and their affiliated investment entities, if any, who also
serves as an officer or director of the Company (each a covered party) other
than (a) investment opportunities that come to such covered partys attention
directly and exclusively in such covered partys capacity as a director,
officer or employee of the Company, (b) control investments in companies in the
restaurant industry, and (c) investment opportunities in companies or assets
with a significant role in the Companys restaurant businesses including investment
in real estate currently leased by the Company or its franchisees, or in
suppliers for which the Company is a

14

substantial customer
representing over 10% of such companies revenues but excluding pre-existing
investments of Mr. Biglari, Biglari Capital Corp. and/or The Lion Fund, LP, as
of July 11, 2006.

As of the date of this prospectus, our investment
portfolio included a single marketable security, the common stock of Friendly
Ice Cream Corporation. We have filed a Schedule 13D (as amended) with the
Securities & Exchange Commission as a member of a group that also
includes The Lion Fund, LP, Biglari Capital Corp., and Mr. Biglari. As of October 2,
2006, this group collectively owned approximately 13% of Friendlys common
stock. Our purchase of Friendlys common stock utilized funds from working
capital and certain leverage arrangements, namely margin loans. Portions of the
margin loans were repaid utilizing our line of credit with Branch Banking and
Trust Company of Virginia. We intend to use proceeds from this offering to pay
the balances outstanding under the line of credit and the remaining margin
loans. See Use of Proceeds.

We may purchase more Friendlys common stock, but have
not yet made a determination to do so. This group has consulted with Friendlys
Chairman of the Board and management concerning Friendlys business, operations
and future plans, and is seeking seats on Friendlys Board of Directors for Mr.
Biglari and Dr. Philip L. Cooley. The group is currently seeking the Board
seats through discussions with Friendlys Board and management, but may
consider other means of obtaining such seats if discussions prove unsuccessful.
The group continues to evaluate the business prospects of Friendlys, as well
as their present and future intentions, and may from time to time consult
further with Friendlys management, with members of the Board of Directors, or
with other stockholders.

Finally, in September 2006, we were served with a lawsuit
filed in the Circuit Court of Pulaski County, Arkansas, captioned Parks Land Company, LLLP, et al. v. Western Sizzlin Corporation, et al.
The plaintiffs are owners/landlords of four restaurant premises located in the
Little Rock, Arkansas metropolitan area which had been leased pursuant to a
single lease agreement and previously occupied by us. Most recently, each of
the premises has been subleased by us to various operators. The lease agreement
expired pursuant to its terms on June 30, 2006. The plaintiffs have claimed in
their lawsuit unspecified damages allegedly owing for certain repair and maintenance
expenses on the premises, for the replacement of certain equipment, for diminution
of property value, and for loss of rental income, as well as interest and
costs. At this time the likelihood of an unfavorable court outcome, or any potential
loss, cannot be made with certainty. However, we are prepared to vigorously contest
the plaintiffs claims and will pursue applicable cross claims and
counterclaims.

15

DESCRIPTION OF
SECURITIES TO BE REGISTERED

Our authorized capital consists of 2,000,000 shares of
common stock with a par value of $0.01 per share. As of November 3, 2006,
there were 1,191,850 shares of common stock issued and outstanding.
Additionally, there were 39,000 shares of common stock reserved for issuance
upon exercise of options granted or to be granted pursuant our 2005 Stock
Option Plan, 2004 Non-Employee Directors Stock Option Plan and 1994 Incentive
and Non-qualified Stock Option Plan. Options were outstanding to purchase 61,000
shares of common stock as of October 31, 2006.

The holders of our common stock are entitled to one
vote for each common share held of record on all matters to be voted on by
stockholders. The holders of our common stock are entitled to receive such
dividends, if any, as may be declared by the Board of Directors in its
discretion out of funds legally available. Upon liquidation or dissolution of
the Company, the holders of our common stock are entitled to receive on a pro
rata basis all assets remaining for distribution to stockholders after the
payment of debts and liquidation preferences on any capital stock. Shares of
our common stock have no preemptive or other subscription rights and there are
no other conversion rights or redemption or sinking fund provisions with
respect to such common stock.

If all of the rights offered are exercised in full at
$7.00 per share, we will receive net cash proceeds of approximately $4,171,475,
after payment of fees and expenses. No discount or commission is payable in
connection with any such exercise.

The funds received upon
exercise of the rights will be used as follows: First, we will pay off the
$695,000 balance outstanding under our $700,000 line of credit with Branch
Banking and Trust Company of Virginia and $1 million in certain leverage arrangements,
namely margin loans, both amounts of which were incurred in connection with our
recent investment in Friendly Ice Cream Corporation. See Recent Developments
in Our Business. Our line of credit with BB&T carries an interest rate of
one month libor plus 2% per annum, or approximately 7.32% as of the date of
this prospectus, and expires on December 25, 2006. This line is secured by
our accounts receivable, inventory and equipment. Our margin account is with
Jefferies & Company, Inc., and bears interest at the Federal Funds Target
Rate quoted by the Wall Street Journal, plus .5%, or approximately 5.75% as of
the date of this prospectus, with the minimum and maximum amount of any
particular loan to be determined by Jefferies, in its discretion, from time to
time. The collateral securing the margin loans are our holdings in Friendly Ice
Cream Corporation. The minimum and maximum amount of any particular margin may
be established by Jefferies, in its discretion, regardless of the amount of
collateral delivered to Jefferies, and Jefferies may change such minimum and
maximum amounts from time to time. The remainder of net cash proceeds will be
used for general corporate purposes, working capital, to make acquisitions of
businesses in related or unrelated fields, or to invest in various forms of
securities. We have not identified any specific acquisitions or investments at
this time except for the possible purchase of additional common stock of
Friendly Ice Cream Corporation. See Recent Developments in Our Business.

16

THE
RIGHTS OFFERING

Our
Board of Directors has proposed that we raise equity capital through this
offering to all of our stockholders. Through this prospectus, we are offering
common stock that rights holders may purchase upon exercising their
subscription rights.

Basic Subscription Privilege

We will distribute to the
holders of record of our common stock, at the close of business on November 9,
2006, at no charge, one transferable subscription right for each common share
owned. The subscription rights will be evidenced by Subscription Certificates.
Every 2 rights will entitle the holder to subscribe for one common share. The
rights are transferable and we expect they will be quoted on the OTC Bulletin
Board such that additional rights may be purchased from stockholders who desire
to sell them instead of exercising the rights. Assuming that all rights are
exercised, including those that may be exercised as a result of the
oversubscription privilege, an aggregate of approximately 595,925 shares of
common stock will be sold. This amount may be increased, if necessary, to accommodate
rights holders that may purchase an additional share in lieu of receiving a fractional
share since no fractional shares will be issued. We will deliver to subscribers
certificates representing common stock purchased through the exercise of the
basic subscription privilege as soon as practicable after the expiration date. We
anticipate delivery in seven to 10 business days. You are not required to
exercise any or all of your subscription rights.

If, pursuant to the
exercise of subscription rights, the number of shares of common stock a rights
holder would be entitled to receive results in receipt of fractional shares,
the aggregate number of shares of common stock the holder is entitled to
purchase will be rounded up to the nearest whole number, provided that the
holder fully exercises the rights held and pays the full subscription price.
Rights holders will not receive cash in lieu of fractional shares.

Oversubscription Privilege

Subject to the allocation
described below, stockholders on the record date who fully exercise the distributed
rights will also be entitled to subscribe for and purchase additional shares of
common stock that are not exercised by other rights holders through their basic
subscription privileges. The maximum number of shares you may purchase under
the oversubscription privilege is equal to the number of shares you purchased
under the basic subscription privilege. If the number of shares of common stock
remaining after the exercise of all basic subscription privileges is not
sufficient to satisfy requests from all stockholders for common stock pursuant
to oversubscription privileges, you will be allocated additional common stock
pro rata, based on the number of shares of common stock you purchased through
the basic subscription privilege in proportion to the total number of shares of
common stock that you and other oversubscribing stockholders purchased through
the basic subscription privilege. Once you have exercised your oversubscription
privilege, you may not revoke your exercise.

If you wish to exercise
your oversubscription privilege, you should indicate the number of additional
shares of common stock that you would like to purchase in the space provided on
your Subscription Certificate. When you send in your Subscription Certificate,
you must also send the full purchase price for the number of additional shares
of common stock you have requested to purchase (in addition to the payment due
for common stock purchased through your basic subscription privilege). After
all shares of common stock requested pursuant to the basic subscription
privilege are allocated, a determination will be made as to the number of
shares of common stock available for issuance under the oversubscription
privilege. For purposes of allocating the common stock under the
oversubscription privilege, there shall be calculated for each holder seeking
to exercise the oversubscription privilege a proration factor. This proration
factor will be based on the number of shares of common stock purchased by a
record date stockholder through the basic subscription privilege in proportion
to the total number of shares of common stock purchased by all record date
stockholders pursuant to the basic subscription privilege. For

17

each
holder, this proration factor will be applied to the common stock available for
purchase upon exercise of the oversubscription privilege and common stock will
be allocated accordingly. This process will be repeated until one of the
following conditions is met: (i) all oversubscribing holders requests are
filled, or (ii) there are no more shares of common stock available for
allocation.

As soon as practicable
after the expiration date, Continental Stock Transfer & Trust Company,
acting as our subscription agent, will determine the number of shares of common
stock that you may purchase pursuant to the oversubscription privilege. You
will receive certificates representing these shares of common stock and a
refund for any excess subscription payments as soon as practicable after the
expiration date. We anticipate this date to be seven to 10 business days after
the expiration date. If you request and pay for more shares of common stock
than are allocated to you, we will refund that overpayment, without interest.
In connection with the exercise of the oversubscription privilege, banks, brokers
and other nominee holders of subscription rights who act on behalf of
beneficial owners will be required to certify to us and to the subscription
agent the aggregate number of subscription rights that have been exercised, and
the number of shares of common stock that are being requested through the
oversubscription privilege, by each beneficial owner on whose behalf the
nominee holder is acting.

Subscription Price

Two subscription rights
plus $7.00 entitles the holder to purchase one share of common stock. The per
share price represents a discount of approximately 31% from $10.15, the
average of the closing sale prices of our common stock over the 31-trading
day period ending October 31, 2006 and a discount of approximately 22% from $9.00,
the closing price of our common stock on November 3, 2006. The subscription
price does not necessarily bear any relationship to our past or expected future
results of operations, cash flows, current financial condition, or any other
established criteria for value. No change will be made to the cash subscription
price by reason of changes in the trading price of our common stock prior to
the closing of this offering.

Determination of Subscription Price

Our
Board of Directors set all of the terms and conditions of this offering,
including the subscription price. In establishing the subscription price, our
Board of Directors considered the following factors:

· strategic alternatives for capital raising,

· the market price of our common stock,

· the pricing of similar transactions,

· the amount of proceeds desired,

· our business prospects,

· our recent and anticipated operating results,
and

· general conditions in the securities markets.

We determined the
subscription price after taking into account the preceding factors. We did not
seek or obtain any opinion of financial advisors or investment bankers in
establishing the subscription price for the offering. You should not consider
the subscription price as an indication of the value of our company or our
common stock. You may not be able to sell common stock purchased during this
offering at a price equal to or greater than the subscription price. On November 3,
2006, the closing sale price of our common stock was $9.00 per share.

Expiration Date, Extensions, Termination or Amendment
of the Offering

You may exercise your
subscription rights before 5:00 p.m., New York City time, on December 8,
2006, the expiration date for this offering. We may extend the offering period
for exercising your

18

subscription
rights in our discretion, but no more than 15 additional days. If you do not
exercise your subscription rights before the expiration date, your unexercised
subscription rights will be void. We will not be obligated to honor your
exercise of subscription rights if the subscription agent receives the
documents relating to your exercise after the expiration date. This is true
regardless of when you transmitted the documents, unless you have timely
transmitted the documents under the guaranteed delivery procedures described
below.

We have the discretion to
extend the expiration date by giving oral or written notice to the subscription
agent on or before the scheduled expiration date. If we elect to extend the
expiration of this offering, we will issue a press release announcing the
extension by 9:00 a.m., New York City time, on the next business day after
the most recently announced expiration date.

We reserve the right to
withdraw or terminate this offering at any time for any reason. If this
offering is withdrawn or terminated, all funds received from subscriptions by
stockholders will be returned as soon as practicable. We anticipate the date to
be three to five business days after such date of such withdrawal or
termination. Interest will not be paid on any returned funds.

We
reserve the right to amend the terms of this offering. If we make an amendment
that we consider material, we will:

· mail notice of the amendment to all
stockholders of record as of the record date;

· extend the expiration date by at least 10
days; and

· offer all subscribers no less than 10 days to
revoke any subscription already submitted.

The extension of the
expiration date will not be treated as a material amendment.

Intentions of the Companys Directors

At a meeting of our Board
of Directors held to determine the terms of the proposed offering, our
directors advised us they intend to exercise the basic subscription privilege
under rights received and might exercise their oversubscription privilege with
respect to additional shares that might become available for purchase. The
expressed intention of the directors does not constitute a binding obligation
on their part.

Method of SubscriptionExercise of Subscription Rights

You
may exercise your subscription rights by delivering the following to the
subscription agent by 5:00 p.m., New York City time, on December 8, 2006:

· your properly completed and executed
Subscription Certificate with any required signature guarantees or other
supplemental documentation; and

· your full subscription price payment for each
common share subscribed for under your basic subscription privilege and your
oversubscription privilege.

You should read and follow
the Instructions for Use of Western Sizzlin Corporation Subscription
Certificates carefully.

Signature Guarantee Requirement

Your
signature on each Subscription Certificate must be guaranteed by an eligible
institution such as a member firm of a registered national securities exchange
or a member of the National Association of Securities Dealers, Inc., or
from a commercial bank or trust company having an office or correspondent in
the United States, subject to standards and procedures adopted by the
subscription agent, unless:

· your Subscription Certificate provides that
shares of common stock are to be delivered to you as record holder of those
subscription rights; or

19

· you are
an eligible institution.

Delivery of Subscription Materials and Payment

You should deliver your
Subscription Certificate and payment of the subscription price or, if
applicable, Notice of Guaranteed Delivery for Subscription Certificates, to the
subscription agent by mail, by overnight courier or by hand to:

You are responsible for
the method of delivery of your Subscription Certificate(s) with your
subscription price payment to the subscription agent. If you send your
Subscription Certificate(s) and subscription price payment by mail, we
recommend that you send them by registered mail, properly insured, with return
receipt requested. You should allow a sufficient number of days to ensure
delivery to the subscription agent prior to the time this offering expires.

DO NOT SEND YOUR
SUBSCRIPTION CERTIFICATE(S) AND SUBSCRIPTION PRICE PAYMENT TO THE COMPANY.
Your delivery to an address other than the address set forth above will not
constitute valid delivery.

Method of Payment

Your
payment of the subscription price must be made in U.S. dollars for the full
number of shares of common stock you are subscribing (or oversubscribing) for
by either bank draft (cashiers check), certified check, or if less than
$500.00 by personal check, drawn upon a U.S. bank or money order payable to the
subscription agent. Wire transfers are also acceptable; instructions are:

Your payment will be
considered received by the subscription agent only upon receipt by the
subscription agent of a certified check or bank draft drawn upon a U.S. bank, a
money order or wire transfer. In the case of a personal check, which is allowed
only for amounts of $500 or less, the subscription will be considered received
upon clearance of the check.

Calculation of Subscription Rights Exercised

If you do not indicate the
number of subscription rights being exercised, or do not forward full payment
of the total subscription price for the number of subscription rights that you
indicate are being exercised, then you will be deemed to have exercised your
basic subscription privilege with respect to the maximum number of rights that
may be exercised with the aggregate subscription price payment you delivered to
the subscription agent.

Your Funds Will be Held by the Subscription Agent
Until the Common Stock is Issued

The subscription agent
will hold your payment of the subscription price payment in a segregated
account with other payments received from other rights holders until your
subscription is deemed

20

accepted.
Exercises of the basic subscription privilege will be processed immediately,
with funds therefrom to be disbursed by the subscription agent periodically
during the offering, as subscriptions are accepted. Exercises of the oversubscription
privilege will be processed following the expiration date. If this offering is
not completed, or we do not apply your full subscription price payment to your
purchase of common stock, the subscription agent will return as soon as
practicable, without interest, all excess subscription payments.

No Revocation

Once you have exercised
your subscription privileges, you may not revoke your exercise. Subscription
rights not exercised prior to the expiration date of this offering will expire.

Transferability of Rights

The rights are transferable,
excluding oversubscription rights, until the opening of trading on the
expiration date and are expected to be quoted on the OTC Bulletin Board.
Trading of the rights may be conducted from November 10, 2006 through the
opening of trading on the expiration date. Any commissions in connection with
the sale of rights will be paid by the selling rights holder. A market for the
rights may not develop. We do not know the prices at which rights may be sold
if a market does develop.

You may transfer all of
the rights, excluding oversubscription rights, evidenced by a single
Subscription Certificate by signing the Subscription Certificate for transfer
in accordance with the appropriate form printed on the Subscription Certificate.
You may transfer a portion of the rights, excluding oversubscription rights,
evidenced by a single Subscription Certificate by delivering to Continental
Stock Transfer & Trust Company the Subscription Certificate properly
signed for transfer, with separate written instructions to register a portion
of the rights in the name of your transferee and to issue a new Subscription
Certificate to the transferee covering the transferred rights. In that event
and by appropriate written instructions, you may elect to receive a new
Subscription Certificate covering the rights you did not transfer.

If you
wish to transfer all or a portion of your rights, you should allow a sufficient
amount of time prior to the expiration time for:

· the transfer instructions to be received and
processed by Continental Stock Transfer & Trust Company;

· new Subscription Certificates to be issued
and transmitted; and

· the rights evidenced by the new Subscription
Certificates to be exercised or sold by the intended recipients.

It may require from two to
10 business days, or more, to complete transfers of rights, depending upon how
you deliver the Subscription Certificate and payment and the number of
transactions you request. Neither the Company nor the subscription agent will be
liable to you or any transferee of rights if Subscription Certificates or any
other required documents are not received in time for exercise or sale prior to
the expiration time.

If you exercise or sell
rights in part, a new Subscription Certificate for the remaining rights will be
issued to you only if the subscription agent receives a properly endorsed
Subscription Certificate from you by 5:00 p.m., New York, on the fifth
business day prior to the expiration date. The subscription agent will not
issue new Subscription Certificates for partially exercised or sold
Subscription Certificates submitted after that time and date. If you do submit
a Subscription Certificate after that time and date, you will not be able to
exercise the unexercised or unsold rights.

If you request a reissuance of a Subscription
Certificate, the delivery of that document will be at your risk.

21

You, and not the Company or the subscription agent,
will be responsible for paying any commissions, fees and other expenses,
including brokerage commissions and transfer taxes, that you may incur in the
purchase or sale of the rights.

Issuance of Share
Certificates

Share certificates for
common stock purchased in this offering will be issued as soon as practicable
after the expiration date. We anticipate delivery in seven to 10 business days
after the expiration date. Our subscription agent will deliver subscription
payments to us periodically during this offering. Unless you instruct otherwise
in your Subscription Certificate form, common stock purchased by the exercise
of subscription rights will be registered in the name of the person exercising
the rights.

Guaranteed Delivery
Procedures

If you wish to
exercise your subscription rights, but you do not have sufficient time to
deliver the Subscription Certificate evidencing your rights to the subscription
agent on or before the time your subscription rights expire, you may exercise
your subscription rights by the following guaranteed delivery procedures:

· deliver your subscription price payment in
full for each share of common stock you subscribed for under your subscription
privileges in the manner set forth in Method of Payment to the subscription
agent on or prior to the expiration date;

· deliver the form entitled Notice of
Guaranteed Delivery for Subscription Certificates, substantially in the form
provided with the Instructions as to Use of Western Sizzlin Corporation
Subscription Certificates distributed with your Subscription Certificates, on
or prior to the expiration date; and

· deliver the properly completed Subscription
Certificate evidencing your rights being exercised and the related nominee
holder certification, if applicable, with any required signatures guaranteed,
to the subscription agent within three business days following the expiration
date.

Your Notice of Guaranteed Delivery for Subscription
Certificates must be delivered in substantially the same form provided with the
Instructions as to Use of Western Sizzlin Corporation Subscription
Certificates, which will be distributed to you with your Subscription
Certificate. Your Notice of Guaranteed Delivery for Subscription Certificates
must come from an eligible institution, or other eligible guarantee
institutions, which are members of, or participants in, a signature guarantee
program acceptable to the subscription agent.

In your Notice of
Guaranteed Delivery for Subscription Certificates, you must state:

· your name;

· the number of subscription rights represented
by your Subscription Certificates and the number of shares of common stock you
are subscribing (and oversubscribing) for; and

· your guarantee that you will deliver to the
subscription agent any Subscription Certificates evidencing the subscription
rights you are exercising within three business days following the expiration
date.

· You may deliver your Notice of Guaranteed
Delivery for Subscription Certificates to the subscription agent in the same
manner as your Subscription Certificates at the address set forth above under Delivery
of Subscription Materials and Payment. Alternately, on the expiration date
ONLY, you may transmit your Notice of Guaranteed Delivery for Subscription
Certificates to the subscription agent via facsimile transmission (Facsimile
No.: 212-616-7610).

22

ALL FACSIMILE DELIVERIES
MUST BE CONFIRMED. To confirm facsimile deliveries, you must call 212-509-4000
(ext. 536).

Please call the
information agent to request any additional copies of the form of Notice of Guaranteed
Delivery for Subscription Certificates you may need.

Determinations
Regarding the Exercise of Your Subscription Rights

We will decide all questions concerning the
timeliness, validity, form and eligibility of your exercise of your
subscription rights and our determinations will be final and binding. We, in
our discretion, may waive any defect or irregularity, or permit a defect or
irregularity to be corrected within such time as we may determine. Non-material
defects or irregularities will be waived provided we can determine your
intentions with respect to exercising your rights. If there is any defect or
irregularity that results in an ambiguity regarding your intentions with
respect to exercising your rights, such defect or irregularity will not be
waived. In such event, we will treat any identical defects or irregularities
the same way for all stockholders. We may reject the exercise of any of your
subscription rights because of any defect or irregularity. We will not receive
or accept any subscription until all irregularities have been waived by us or
cured by you within such time as we decide, in our discretion.

Neither we nor the subscription agent will be under
any duty to notify you of any defect or irregularity in connection with your
submission of Subscription Certificates. We will not be liable for failure to
notify you of any defect or irregularity. We reserve the right to reject your
exercise of subscription rights if your exercise is not in accordance with the
terms of this offering or in proper form.

Because our common stock is quoted on the OTC Bulletin
Board as opposed to being listed on a stock exchange, the exemption from state
regulation under Section 18 of the Securities Act of 1933, as amended,
does not apply to our common stock. However, all states have an exemption from
state registration requirements that are applicable to our common stock and the
subscription rights offered hereby.

If you are a foreign stockholder with a legal
residence outside of the United States, we will not accept your exercise of
rights if our issuance of common stock to you could be deemed unlawful under
applicable law or if compliance with applicable law would be materially
burdensome to us. We have no reason to believe a significant number of our
shares are owned by foreign stockholders.

If you are given notice of
a defect in your subscription, you should correct it immediately. You will not
be allowed to cure any defect later than the expiration time of 5:00 p.m.,
New York City time, on December 8, 2006. We will not consider an exercise to be
made until all defects have been cured or waived.

Notice to Bankers,
Trustees or Other Depositaries

If you are a broker, a
trustee or a depositary for securities who holds common stock for the account
of others at the close of business on the record date, you should notify the
respective beneficial owners of such common stock of this offering as soon as
possible to find out their intentions with respect to exercising their
subscription rights. You should obtain instructions from the beneficial owners
with respect to the subscription rights, as set forth in the instructions we
have provided to you for your distribution to beneficial owners. If the
beneficial owner instructs, you should complete the appropriate Subscription
Certificates and submit them to the subscription agent with the proper payment.
If you hold common stock for the accounts of more than one beneficial owner,
you may exercise the number of subscription rights to which all such beneficial
owners in the aggregate otherwise would have been entitled had they been direct
record holders of our common stock on the record date. You, as a nominee record
holder, must make a proper showing to the subscription agent by submitting the
form entitled Nominee Holder Certification which we will provide to you with
your offering materials.

23

Notice to
Beneficial Owners

If you are a beneficial
owner of our common stock or will receive your subscription rights through a
broker, custodian bank or other nominee, we will ask your broker, custodian
bank or other nominee to notify you of this offering. If you wish to exercise
your subscription rights, you will need to have your broker, custodian bank or
other nominee act for you. If you hold certificates of our common stock
directly and would prefer to have your broker, custodian bank or other nominee
exercise your subscription rights, you should contact your nominee and request
it to effect the transaction for you. To indicate your decision with respect to
your subscription rights, you should complete and return to your broker,
custodian bank or other nominee the form entitled Beneficial Owner Election
Form. You should receive this form from your broker, custodian bank or other
nominee with the other offering materials. If you wish to obtain a separate
Subscription Certificate, you should contact the nominee as soon as possible
and request that a separate Subscription Certificate be issued to you.

Procedures for DTC
Participants

We anticipate that the
subscription rights will be eligible for transfer. The exercise of the basic
subscription privilege and the oversubscription privilege may be effected
through the facilities of the Depository Trust Company, or DTC.

Common Stock
Outstanding After this Offering

Upon the issuance of the
common stock offered in this offering (assuming that all of the subscription
rights are exercised), approximately 1,787,775 shares of common stock will be
issued and outstanding. This would represent a 50% increase in the number of
outstanding shares of common stock. If only 10% or 50% of the subscription
rights are exercised, then approximately 1,251,442 and 1,489,812 shares of
common stock will be issued and outstanding, respectively, which represents an
approximate 5% and 25% increase in the number of outstanding shares of common
stock, respectively.

Subscription Agent

We have appointed
Continental Stock Transfer & Trust Company as subscription agent for
this offering. We will pay the fee of the subscription agent, which will be
approximately $5,000 plus reimbursement of out-of-pocket expenses. Under
certain circumstances, we may indemnify the subscription agent from certain
liabilities that may arise in connection with this offering.

Information Agent

We have appointed
Morrow & Co., Inc. as information agent for this offering. We
will pay the fees of the information agent, which we estimate will total
approximately $5,000, and reimburse certain out of pocket expenses which we
estimate will be approximately $2,500. Under certain circumstances, we may
indemnify the information agent from certain liabilities that may arise in
connection with this offering.

Fees and Expenses

Other than for fees charged
by the information agent and the subscription agent, you are responsible for
paying any other commissions, fees, taxes or other expenses incurred in
connection with the exercise of the subscription rights. Neither we, the
information agent nor the subscription agent will pay such expenses.

No Board
Recommendation

Each investor must
evaluate an investment in our common stock according to his or her own best
interests. Accordingly, our Board of Directors makes no recommendation to
rights holders regarding

24

whether
they should exercise their subscription rights. Our directors advised us that
they intend to exercise the basic subscription privilege under rights received
and might exercise their oversubscription privilege with respect to additional
shares that might become available for purchase. The expressed intention of the
directors does not constitute a binding obligation on their part. The directors
collectively beneficially own or exercise voting and dispositive power over 435,261shares
of common stock or approximately 37% of the common stock outstanding as of the
record date of November 9, 2006. Assuming that each of the persons mentioned
above exercises his basic subscription privilege in full, they will
collectively own an additional 217,630 shares of common stock, or a total of 652,891
shares of common stock after this offering is completed.

Questions About
Exercising Rights

If you have questions or need assistance concerning
the procedure for exercising subscription rights, or if you would like
additional copies of this prospectus or other forms related to this offering,
you should contact the information agent at the following address and telephone
number:

We are offering our
common stock underlying the rights directly to you. We have not employed any
brokers, dealers or underwriters in connection with the solicitation or
exercise of subscription rights in this offering and no commissions, fees or
discounts will be paid in connection with this offering. Continental Stock
Transfer & Trust Company is acting as our subscription agent to effect
the exercise of the rights and the issuance of the underlying common stock.
Therefore, we anticipate that our officers and employees role will be limited
to:

· Responding to inquiries of potential
purchasers, provided the response is limited to information contained in the
registration statement of which this prospectus is a part; and

· Ministerial and clerical work involved in
effecting transactions pertaining to the sale of common stock underlying the
rights.

We intend to distribute and deliver this prospectus by
hand or by mail only, and not by electronic delivery. Also, we intend to use
printed prospectuses only, and not any other forms of prospectus.

We have distributed to the holders of record of our
common stock, at the close of business on November 9, 2006, at no charge, one
transferable subscription right for each common share they own. Every 2 rights
will entitle the holder to subscribe for a right to purchase one share of our
common stock at a subscription price of $7.00 per share. You may exercise any
number of your subscription rights, or you may choose not to exercise any subscription
rights. We will not distribute any fractional shares of common stock or pay
cash in lieu of fractional shares. We will round up the aggregate number of
shares of common stock you are entitled to receive to the nearest whole number
provided you fully exercise your rights and pay the full subscription price.

We do not expect all of our stockholders to exercise
all of their basic subscription privileges. By extending oversubscription
privileges to our record date stockholders, we are providing such stockholders
that exercise all of their basic subscription privileges with the opportunity
to purchase those shares of common stock not purchased by other stockholders.

If you wish to exercise your oversubscription
privilege, you should indicate the number of additional shares of common stock
you would like to purchase (not to exceed the number purchased by you under the
basic subscription privilege) in the space provided on your Subscription
Certificate. When you send in your Subscription Certificate, you must also send
the full purchase price for the number of additional shares of common stock you
have requested to purchase (in addition to the payment due for common stock
purchased through your basic subscription privilege). If the number of shares
of common stock remaining after the exercise of all basic subscription
privileges is not sufficient to satisfy all requests for common stock pursuant
to oversubscription privileges, you will be allocated additional common stock
pro rata (subject to elimination of fractional shares), based on the number of
shares of common stock you purchased through the basic subscription privilege
in proportion to the total number of shares of common stock you and other
oversubscribing stockholders purchased through the basic subscription
privilege. If your pro rata allocation exceeds the number of shares of common
stock you requested on your Subscription Certificate, you will receive only the
number of shares of common stock you requested. The remaining common stock from
your pro rata allocation will be divided among other rights holders exercising
their oversubscription privileges.

As soon as practicable after the expiration date,
Continental Stock Transfer & Trust Company, acting as our subscription
agent, and we will determine the number of shares of common stock you may
purchase pursuant to the oversubscription privilege. You will receive
certificates representing these shares of common stock as soon as practicable
after the expiration date, anticipated to be approximately seven to 10 business
days after the expiration date. If you request and pay for more common stock
than are allocated to you, we will refund that overpayment, without interest.
In connection with the exercise of the

26

oversubscription
privilege, banks, brokers and other nominee holders of subscription rights who
act on behalf of beneficial owners will be required to certify to us and to the
subscription agent as to the aggregate number of subscription rights that have
been exercised, and the number of shares of common stock requested through the
oversubscription privilege, by each beneficial owner on whose behalf the
nominee holder is acting.

We expect subscription
rights to be quoted on the OTC Bulletin Board under the symbol WSZLR Our
common stock issued upon the exercise of subscription rights will be listed on
the OTC Bulletin Board under the symbol WSZL, the same symbol under which our
currently outstanding common stock now trades.

The consolidated financial statements as of December 31,
2005 and 2004 and for the years then ending incorporated by reference in this
registration statement have been audited by Grant Thornton, LLP,
independent registered public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.

The consolidated financial
statements for the year ended December 31, 2003 incorporated by reference
in this registration statement have been audited by KPMG LLP, independent
registered public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report.

INCORPORATION BY
REFERENCE

The following documents filed by us with the SEC are
incorporated by reference in this prospectus:

(1)

Annual Report on Form 10-K for the fiscal
year ended December 31, 2005.

(2)

Quarterly Report on Form 10-Q/A for the
fiscal quarter ended March 31, 2006.

(3)

Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2006.

(4)

Current Report on Form 8-K filed on
February 17, 2006.

(5)

Current Report on Form 8-K filed on
March 22, 2006.

(6)

Current Report on Form 8-K filed on
April 4, 2006.

(7)

Current Report on Form 8-K filed on
April 10, 2006.

(8)

Current Report on Form 8-K filed on
April 25, 2006.

(9)

Current Report on Form 8-K filed on
May 1, 2006.

(10)

Current Report on Form 8-K/A filed on
May 11, 2006.

(11)

Current Report on Form 8-K filed on
May 16, 2006.

(12)

Current Report on Form 8-K filed on
July 14, 2006.

(13)

Current Report on Form 8-K filed on
August 8, 2006.

(14)

Current Report on Form 8-K filed on
August 14, 2006.

(15)

Current Report on Form 8-K filed on
August 15, 2006.

(16)

The description of the common stock contained in the
Companys registration statement on Form 8-A (File
No. 95003136) filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.

27

In addition, all documents subsequently filed by us pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the termination of the offering, shall be deemed
incorporated by reference into this prospectus.

We will provide to
each person, including any beneficial owner, to whom a prospectus is delivered,
a copy of any or all of the information that has been incorporated by reference
in this prospectus. We will include the exhibits specifically incorporated by
reference in that information, but not delivered with the prospectus, upon
written or oral request and at no cost. Requests for copies should be made to:

We have filed a registration statement on Form S-3
with the SEC for our common stock offered in this offering. This prospectus
does not contain all the information set forth in the registration statement.
You should refer to the registration statement and its exhibits for additional
information. Whenever we make references in this prospectus to any of our
contracts, agreements or other documents, the references are not necessarily
complete and you should refer to the exhibits attached to the registration
statement for the copies of the actual contract, agreement or other document.

Additionally, we file electronically with the SEC
annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and proxy solicitation information. The
SEC maintains an Internet site (http://www.sec.gov) that contains these
reports, proxy and information statements, and other information regarding us.
You may also read and copy any materials we file with the SEC at the SECs
Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at l-800-SEC-0330 for further information
on the operation of the Public Reference Room.